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Company Information

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SAMPRE NUTRITIONS LTD.

17 December 2025 | 11:10

Industry >> Food Processing & Packaging

Select Another Company

ISIN No INE375C01022 BSE Code / NSE Code 530617 / SAMPRE Book Value (Rs.) 11.21 Face Value 5.00
Bookclosure 14/11/2025 52Week High 42 EPS 0.00 P/E 0.00
Market Cap. 218.38 Cr. 52Week Low 5 P/BV / Div Yield (%) 2.23 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors (“Board”) have pleasure in presenting the thirty-fourth (34th) Annual Report on the
business and operations of Sampre Nutritions Limited (“the Company") together with the audited
standalone and consolidated financial statementsfor the financial period ended 31 March 2025.

BUSINESS, AND FINANCIAL POSITION AND CORPORATE STRUCTURE

1. State of Affairs

The Company is engaged in the business of manufacturing, producing, and processing a wide
range of food, beverage, healthcare, and personal care products, including soft drinks,
confectioneries, cosmetics, and therapeutic items. It operates as a distributor, stockist, and liaison
for these products both in India and internationally, representing various manufacturers and
importers. The company also acquires scientific know-how, undertakes turnkey projects and
collaborations to set up similar industries, and fabricates essential machinery and equipment to
support its manufacturing activities.

The year under review was marked by a mixed economic environment. The Indian economy
continued to demonstrate resilience with GDP growth estimated at 6.5% in 2024-25, supported by
robust domestic consumption, government capital expenditure, and recovery in manufacturing.
Inflation moderated to within the RBI’s tolerance band and the external sector remained stable
despite global headwinds and tariff uncertainties.

Within this backdrop, the confectionery industry experienced both opportunities and challenges.
Demand for innovative and affordable products continued to grow, supported by demographic
shifts and increasing urban consumption. At the same time, the industry faced pressuresfrom rising
input costs, evolving regulatory standards, and tariff changes impacting trade dynamics.

For the Company, the year reflected these broadertrends. While turnover was INR 2249.87 lakhs on
a standalone basis, margins were under pressure due to elevated raw material prices and higher
Due to FCCB expenses incurred financing costs, resulting in a net loss of INR 533 lakhs for 2024-25.
Nevertheless, significant steps were taken to strengthen the balance sheet, including reduction of
borrowings which lowered the debt-equity ratio to 0.18 times, and improved inventory management
that reduced holding levels by over 45%. Book value per share rose to INR 44.06, reflecting
improved capital structure despite reported losses.

The Board wish to emphasize that the long-term fundamentals of the Company remain intact.
Focused investments in product innovation, brand building, and operational efficiency are
expected to position the Company favourably to capture emerging opportunities in the
confectionery sector. The management continues to adopt a prudent and disciplined approach to
cash flows, risk management, and governance to ensure sustainable value creation for
stakeholders.

There has been no change in the business of the Company during the financial year ended 31
March 2024.

2. Financial Summary

During the financial period ended 31 March 2025, the Company has recorded financials, the
summary of which is shown below:

(All amounts in INR Lakhs except EPS)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Total Income

2,549.87

2,526.49

2,548.76

2,526.49

Total Expenses

(3,266.05)

(2,469.96)

(3,301.26)

(2,477.75)

Profit before Tax

(716.18)

56.53

(752.50)

48.74

Tax Expense

(14.74)

(25.58)

(14.74)

(25.58)

Profit after Tax

(730.92)

30.95

767.24)

23.16

Other Comprehensive Income

-

-

-

-

Total Comprehensive Income

-

-

-

-

Earnings Per Share

Basic EPS

(5.17)

0.45

(5.43)

0.34

Diluted EPS

(5.17)

0.33

(5.43)

0.34

The Figures in brackets represent deductions. The above figures are extracted from the audited
standalone and consolidated financial statements of the Company as per the relevant Accounting
Standards prescribed under the Companies Act, 2013 ("the Act") and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), 2015 ("Listing Regulations”). The
equity shares are at nominal value of INR 10 (Indian Rupees ten) per share. The directors are
confident that the performance and operations of the Company will improve in the coming years.

3. MD and CFO Certification

In terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, a certificate
from Brahma Gurbani, Managing Director and Vamshi Srinivas Vempati, Chief Financial Officer of
the Company addressed to the Board, confirming the correctness of the financial statements for the
financial year ended 31 March 2025, adequacy of the internal control measures and reporting of
matters to the Audit Committee, is annexed to this Annual Report in Annexure 1.

4. Code of Conduct

In compliance with Regulation 17(5) of the Listing Regulations, the Board of Directors have framed
and adopted Code of Conduct (“the Code”) for Directors and Senior Management of the Company.
The Code provides guidance on ethical conduct of business and compliance of law. The Code is
available on the Company's website at https://sampreltd.com/pdf/policies-and-practices/code-of-
conduct.pdf
.

All members of the Board and Senior Management personnel have affirmed the compliance with
the Code as on 31 March 2025. A declaration to this effect, signed by the Managing Director in terms
of the Listing Regulations, is given in the Corporate Governance Report forming part of this Annual
Report in Annexure 2.

5. Appropriations

During the period under relevance, the Company has not transferred any amount to the reserves
and accordingly, the entire balance available in the Statement of Profit and Loss is retained in it.

6. Dividend

The Board after considering holistically the relevant circumstances have not recommended any
dividend for the period under review considering the Company wishes to plough back the profits
and conserve resources for future growth and expansion.

7. Investor Education and Protection Fund

In terms of the provisions of Section 125 of the Act and the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 made thereunder, the amount that
remained unclaimed for a period of 7 (Seven) years is required to be transferred to the Investor
Education and Protection Fund (“IEPF") administered by the Central Government. During the year
under review there no amount of unpaid dividend and shares which were transferred to the IEPF.

8. Subsidiary, Associate or Joint Venture Companies

The Company has established wholly owned subsidiaries namely :,Sampre Nutritions FZCO" in
Silicon Oasis Free Zone, Dubai, United Arab Emirates and “Sampre Nutritions Holding Limited” in
England, United Kingdom.

Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial
statement of the Company’s subsidiaries, associates and joint ventures is given in Form AOC-1 as
Annexure4.

Further, the audited financial statements and trie related documents of the subsidiaries, associates
and joint ventures shall be kept open for inspection at the registered office of the Company. The
Company will also make available copy thereof upon specific request by any member of the
Company interested in obtaining the same. Further, pursuant to Ind AS 110 issued by the Institute of
Chartered Accountants of India, the consolidated financial statements presented by the Company
in this Annual Report include the financial information of its subsidiary.

9. Listing on Stock Exchanges

The Company’s shares are listed on the BSE, with the scrip code 530617.

CORPORATE GOVERNANCE

10. Management Discussion and Analysis

In terms of Regulation 34(2) (e) read with Part B of Schedule Vof the Listing Regulations, the
Management Discussion and Analysis forms part of this Annual Report and is set out in Annexure 5.

11. Corporate Governance

Our corporate governance practices, deeply rooted in our core values, encompass our culture,
policies, and stakeholder relationships. Integrity and transparency are pivotal in fostering
stakeholder trust. We prioritise member value, adhering to legal, ethical, and sustainable standards.
The Board fulfils its broad fiduciary duties, acknowledging its significant responsibilities. Our
disclosures adhere to international governance standards, reflecting our commitment to industry
best practices. We persist in enhancing long-term member value while respecting minority member
rights in our strategic decisions.

12. Vigil Mechanism

The Company is committed to fostering an ethical and transparent work environment where the
directors and employees can report genuine concerns related to misconduct, ethical violations, or
potential legal issues. While Regulation 22 of the Listing Regulations, was not applicable to the
Company during the year, we remain dedicated to supporting a workplace culture where individuals
feel encouraged to raise concerns responsibly and without fear of retaliation, thus upholding the
principles of accountability and integrity in all business operations. The vigil mechanism and whistle
blower policy has been disclosed on the website of the Company at
https://sampreltd.com/pdf/policies-and-practices/whistleblower-policy.pdf.

BOARD OF DIRECTORS

13. Board Diversity

The Company acknowledges the significance of a diverse Board for its growth. We are confident
that a genuinely diverse Board will harness variations in thought, perspective, regional and industry
backgrounds, cultural and geographical diversity, age, ethnicity, race, gender, knowledge, and
expertise. This inclusive approach extends to areas such as finance, diversity, global business,
leadership, information technology, mergers and acquisitions, board service, governance, sales
and marketing, environmental, social and governance, risk management, cybersecurity, and other
domains. This diversity is integral to maintaining a competitive advantage.

14. Board Composition and Key Managerial Personnel

As on 31 March 2025, the Board consisted of six (6) directors with an optimum mix of two (2)
Executive Directors and four (4) Non-Executive Independent Directors. The Board also consists of
one (1) Woman Director as a Non-Executive Independent Director. The details of the Board
Composition are outlined in the Corporate Governance Report forming part of the Annual Report.

As per Section 152(6) of the Act and other applicable provisions of the Act, Brahma Gurbani, being
liable to retire by rotation at ensuing Annual General Meeting of the Company has offered himself for
reappointment.

The number of directorships of the directors are within the limits of Section 165 of the Act, read with
the Companies (Appointment and Qualification of Directors) Rules, 2014.

15. Committees of the Board

As on 31 March 2025, the Company had three (3) committees: Audit Committee, Nomination and
Remuneration Committee and Stakeholders’ Relationship Committee. The composition, terms of
reference of the Committees and number of meetings held during the year are provided in the
Corporate Governance Report, which forms a part of this AnnualReport.

16. Board Meetings and Committee Meetings

The Board and the Committees meets at regular intervals to discuss and decide on the Company’s
business policy and strategy. The notice and agenda with notes on each agenda item for the Board
meetings and Committee meetings is circulated at least a week prior to the date of the meeting. The
quorum was met on all the meetings of the Board and the Committees. The details of the Board
Meetings with the dates, and attendances of each directors and committee members is provided in
the Corporate Governance Report forming part of this Board's Report.

17. Independent Directors

The Company has received necessary declarations from each independent director under Section
149(7) of the Act, that they meet the criteria of independence laid down in Section 149(6) of the Act
and the Listing Regulations. The independent directors also have confirmed compliance with Rule 6
of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended relating
to inclusion of their name in the databank of independent directors. Additionally, a declaration from
the independent directors have been obtained to the effect they have not been debarred from
holding office of a director by virtue of any order passed by SEBI or any other such authority.

18. Statement Regarding Independent Director

In the opinion of the Board, the independent directors comprise persons of high integrity and
possess relevant expertise and experience in their respective fields. All the independent directors of
the Company have valid registration with the Independent Director's database maintained by the
Indian Institute of Corporate Affairs (“IICA") and also completed the online proficiency test
conducted by the IICA, wherever required.

19. Policy on Directors’ Appointment and Remuneration

In terms of Section 178(3) of the Act, the Board has formulated a policy on qualifications, positive
attributes and independence of a director, key managerial personnel and senior management of the
Company. Furthermore, the policy also determines the diversity of the Board and criteria for
determining the remuneration to the directors, key managerial personnel and senior management
of the Company. The Salient Features of the Policy is provided in Annexure 6and is also uploaded on
the website of the Company at https://sampreltd.com/pdf/policies-and-practices/nomination-and-
remuneration-policy.pdf
.

20. Board Performance Evaluation

The Company has highly committed and dedicated professionals as well as directors on the Board
of the Company. The directors follow an efficient mechanism for annual evaluation of performance
by directors and their committees. The mechanism basically is based upon the principle of
enhancement in Company’s efficient governance and bringing higher levels of transparency,
legacy and accountability in working of the Company. Broadly, the evaluation framework for
assessing the performance of directors comprises of the following key areas:

a. Attendance in the Board and Committee meetings

b. Quality of contribution to deliberations

c. Strategic perspectives or inputs regarding future growth of Company and its performance

d. Providing perspectives and feedback going beyond information provided by the
management

e. Commitment to member and other stakeholder interests

Pursuant to Section 134(3)(p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the
formal annual evaluation needs to be made by the Board of its own performance and that of its
committees and individual directors. The Board has carried out annual performance evaluated of its
own performance, the Committee and director individually including independent directors. The
performance evaluation of the non-independent directors was carried out by the independent
directors. The directors expressed their satisfaction with the evaluation process.

21. Directors’ Responsibility Statement

The Board would like to inform the members to the best of their knowledge and belief and according
to the information and explanation obtained by them, that the audited financial statements for the
financial year ended 31 March 2025, are in full conformity with the requirements of the Act. Pursuant
to requirement of Section 134(3)(c) of the Act with respect to Directors’ Responsibility Statement, it
is hereby confirmed that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

b. The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company as at 31 March 2025 and of the profit and loss of the Company for the
period 2024-25;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

f. The directors have devised proper systems to ensure compliance wrth the provisions of all
applicable laws and systems are adequate and operating effectively.

22. Particulars of Managerial Remuneration

The disclosure pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as Annexure 7. The directors state that none of the
executive directors of the Company received any remuneration or commission from any of its
subsidiaries, and the remuneration is as per the remuneration policy of the Company.

23. Particulars of top 10 Employees

The statement containing particulars of top 10 employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is not
applicable to the Company.

AUDIT ANDAUDITORS

24. Statutory Auditors

N G Rao & Associates, Chartered Accountants (Firm Registration No.: 009399S) are the Statutory
Auditors of the Company. They were appointed in the thirty-third (33rd) Annual General Meetingfor
the financial year 2023-24for 5 (five) consecutive years to hold office till the conclusion of the thirty-
eighth (38th)Annual General Meeting for the financial year 2028-29 in accordance with Section
139(1) of the Act, read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014. The
appointment of the auditors is not required to be ratified at every Annual General Meeting.

25. Secretarial Auditors

During the period under review,Neelu Goyal & Associates, Company Secretaries (Firm Registration
No.: S2018TS578500)conducted the secretarial audit of the Company for the financial year 2024-25
pursuant to Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report is attached to this
Report in Annexure 8.

The appointment of Neelu Goyal & Associates, Company Secretaries (Firm Registration
No.:S2018TS578500) for a term of five (5) consecutive yearsfrom the financial year 2025-26 to the
financial year 2029-30 is proposed in the ensuing Annual General Meeting.

26. Cost Records and Cost Auditors

The Company is neither required to maintain cost records as specified by the Central Government
under Section 148(1) of the Act nor required to have its cost records audited under Section 148(2).

27. Audit Reports

The directors informed that there are no qualifications, reservations or adverse remarks in the audit
report as presented by the statutory auditorsof the Company, save and except usual disclaimer
made by them in discharge of their professional obligations. The observations of the statutory
auditors and secretarial auditorswhen read together with the relevant notes to the accounts and
accounting policies are self-explanatory and do not call for any further comments by the
management.

Auditors Modified Opinion and Reply

The secretarial audit report in Form MR-3 for the financial year 2024-25 as submitted by Neelu Goyal
& Associates, the secretarial auditors of the Company contains a modified / qualifying opinion
concerning the Company's compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Secretarial Auditors have noted that the
Company did not submit the Structured Digital Database (SDD) Compliance Certificate for the said
financial year.

The Board of Directors of the Company acknowledges the observation highlighted in the report.
The Board takes cognizance of this observation and is committed to addressing this matter in the
forthcoming year to ensure full adherence to all regulatory obligations. A review of the Company’s
compliance processes is underway to strengthen oversight and prevent such instances in the
future.

28. Reporting of Frauds by Auditors

During the year under review, there were no frauds which came to the cognizance of thestatutory
auditors and secretarial auditors. Thus, the requirement by the statutory auditors and secretarial
auditorsto report to the Government or the Audit Committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employees does not arise.
Thus, there are no details to be mentioned in the Board’s report.

29. Internal Financial Controls

The Company has an adequate internal financial control system, commensurate with the size of its
business operations. Significant audit observations and follow up actions thereon are reported to
the Audit Committee. The Audit Committee reviews if the Company has adequate and effective
internal control system and it also monitors the implementation of its recommendations.

30. Risk Management

The Company has developed and implemented Risk Management Policy for identification,
assessment, measurement and reporting of business risks faced by the Company. During the
period under review, the Company has not identified any element of risk which may threaten the
existence of the Company.

31. Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating efficiently.

32. Disclosure of Composition of Audit Committee

The provisions of Section 177(1) of the Act read with Rule 6 and 7 of the Companies (Meetings of the
Board and its Powers) Rules, 2014 is not applicable to the Company. Hence, the disclosure
pursuant to Section 177(8) of the Act is not required.

SPECIFIED TRANSACTIONS

33. Unsecured Loan from Directors

During the year under review the Company has received an unsecured loan of INR 7,11,42,976from
Brahma Gurbani, Managing Director of the Company.Further, pursuant to Section 73 of the Act,
read with Rule 2(1 )(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014, a declaration in
writing to the effect that the amount is given out of their owned funds and not being given out of
funds acquired by them by borrowings or accepting loans or deposits from others was received
from the directors.

34. Deposits

The Company has not accepted any deposits from the public and members and as such there are
no outstanding deposits in terms of the Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014.

35. Loans, Guarantees or Investments

There was no loan or guarantee given or investment made or security provided pursuant to Section
186 of the Act during the year under review.

36. Contracts or Arrangements with Related Parties

The Company is committed to maintaining transparency and accountability in its dealings,
including transactions with related parties. Although Regulation 23 of the Listing Regulations is not
mandatorily applicable, we adhere to high standards of governance by ensuring that all related
party transactions are conducted at arm’s length and in the ordinary course of business. Since all
related party transactions entered into by the Company were on an arm’s length basis and in the
ordinary course of business and the Company had not entered into any material related party
contracts, the disclosure under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2
is not required to be provided. The details of the related party transactions during the year under
review are given under Note 38 of the Notes to Financial Statements appended to this Report.

SECURITIES AND CAPITAL STRUCTURE

37. Changes in Capital Structure and Debt Structure

The Company has altered the capital structure during the year under review as detailed below:

Date of
Issue and
Allotment

Method of
Allotment

IssuePrice

(INR)

Conversion
Price (INR)

Securities

Allotted

Securities Allotted
to Promoter Group

Consideration
(Cash /Non-
Cash)

22/04/2024

Preferential

Issue

36.00

36.00

1700000

Nil

Cash

14/10/2024

Preferential

Issue

59.84

59.84

8991711

Nil

Cash

17/02/2025

Preferential

Issue

59.84

59.84

3045144

Nil

Cash

The Company had allotted 2600000 (Twenty-six lakh) convertible warrants on a preferential basis to
non-promoters with an option to convert the same into an equal number of equityshares on 20
October 2022. During the year under review, 1700000 (Seventeen lakh) convertible warrants were
converted into 1700000 (Seventeen lakh) equity shares. Further, 15 (Fifteen) Foreign Currency
Convertible Bonds (“FCCB”) worth USD 100,000 per bond were converted into 12036855 (One

crore twenty lakh thirty-six thousand eight hundred fifty-five) equity shares ranking pari passu with
the existing equity share capital of the Company. These FCCBs were issued on a private placement
basis, with the fair value determined under Regulation 154 of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018. read with the provisions of
the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary
Receipt Mechanism) Scheme, 1993.

CORPORATE SUSTAINABILITY

38. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The disclosures pursuant to Section 134(3) (m) of the Act, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo are given as below:

A. Conservation of Energy

a. The steps taken or impact on conservation of energy

The operations of the Company are not energy intensive. However, adequate measures have
been initiated to reduce energy consumption.

b. The steps taken by the Company for utilising alternate sources of energy

The Company is working on viability study and development on introducing renewable
sources of energy at site and office to reduce the cost of energy. The Company is in the
process of phasing out electronics that use ozone depleting materials. Additionally, the
Company continues to analyse energy consumption.

c. The capital investment on energy conservation equipment

There is no such capital investment made by the Company on energy conservation
equipment.

B. Technology Absorption

a. The efforts made towards technology absorption

Information Technology is a critical for growth of business and hence the Company has
introduced new technologies in its day-to-day operations. The Company is using computers
and latest technology for speedy communication.

b. The benefits derived like product improvement, cost reduction, product development or
import substitution

Due to adoption of information technology, the cost of communication has reduced to a great
extent. Furthermore, the time to communicate has reduced, helping in effective and efficient
governance and management of the affairs of the Company.

c. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)

There is no such technology imported during the last three years by the Company.

d. The expenditure incurred on research and development

The Company has made no expenditure on research and development during the period
under review.

C. Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned in terms of actual inflow was Nil and the foreign

exchange outgo in terms of actual outflow was INR 3,90,24,910 (Indian Rupees Three crores ninety
lakhs twenty-four thousand nine hundred ten) only.

39. Corporate Social Responsibility

The requirements of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 with respect to applicability of Corporate Social Responsibility
("CSR") spending were not applicable to the Company as per the audited financial statements for
the year 2024-25. Hence, the Company is not required to formulate and adopt the CSR Policy or
constitute CSR Committee during the year under review.

40. Environmental, Social and Governance

Our focus is steadfast on leveraging technology to battle climate change, water management and
waste management. On the social front, our emphasis is on the development of people, especially
in the areas of digital skilling, improving diversity and inclusion, facilitating employee wellness and
experience, delivering technology for good and energizing the communities we work in. We are also
redoubling our efforts to serve the interests of all our stakeholders, by leading through our core
values and setting benchmarks in corporate governance.

HUMAN RESOURCES MANAGEMENT

41. Prevention of Sexual Harassment

The Company's goal has always been to create an open and safe workplace for every employee to
feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the
best of their abilities. In line to make the workplace a safe environment, the Company has set up a
policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act"). Further, the
Company has complied with the provisions under the PoSH Act relating to the framing of an anti-
sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on
sexual harassment during the year under review.

42. Affirmation with Maternity Benefits Laws

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under
the Act, including paid maternity leave, continuity of salary and service during the leave period, and
post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.
The Company remains committed to fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.

MISCELLANEOUS

43. Web Link of the Annual Return

The detail forming part of the extract of the annual return in Form MGT-9 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, has been
disclosed on the website of Company at https://sampreltd.com/pdf/annual-results/annual-return-
2024-25.pdf
.

44. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company,
which has occurred between the end of the financial year of the Company i.e., 31 March 2025 and
the date of the Board s Reoort.

45. Going Concern Status and Company Operations

There are no significant material orders passed by the regulators, courts or tribunals which would
impact the going concern status of the Company and its future operations.

46. Application Made or Proceedings Pending for Insolvency

During the year under review, there were no applications or filed or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code, 2016.

47. Difference In Valuation between Loans Availed and One Time Settlement Made

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

48. Data Privacy, Data Protection and Cybersecurity

In an ever-evolving digital landscape, our organisation continues to prioritise data privacy, data
protection, and cybersecurity. Over the past quarter, we have taken significant strides in enhancing
our defences and safeguarding sensitive information. Our approach encompasses rigorous data
handling assessments, strict adherence to regulations, and proactive adoption of industry best
practices. Our cybersecurity measures include regular audits, vulnerability assessments, and
refined incident response protocols. Employee training has been intensified to bolster awareness,
while our legal team ensures alignment with evolving data protection laws. As the threat landscape
evolves, we remain dedicated to innovation and improvement, upholding stakeholder trust and
positioning ourselves for enduring success.

49. Cautionary Statement

Statements in this Board's Report and the Management Discussion and Analysis describing the
Company’s objectives, projections, estimates, expectations or predictions may be forward-looking
statements. Though these statements are based on reasonable and rational assumptions, their
actual results may differ materially from those expressed or implied.

50. Acknowledgements

The directors wish to place on record their appreciation to the Government of India, the
Governments of various states in India, Governments across various countries, and concerned
Government departments and agencies for their cooperation. Additionally, the directors want to
recognise the invaluable support and collaboration of the workers, employees, banks, customers,
partners, and the consultants provided during the period. The directors appreciate and value the
assistance provided during the period, and are looking ahead for a fruitful relationship in future.

For Sampre Nutritions Limited

Brahma Gurbani Vishal RatanGurbani

Managing Director Whole-Time Director

(DIN:00318180) (DIN:07738685)

Date: 25 August 2025
Place: Hyderabad, TG